
Aurelius Announces Closing of Debt Financing
Newsfile Corp
公開日時: Jul 21, 2026, 07:00 AM GMT+9
Sentiment Analysis
Aurelius Minerals Inc. (NEX: AUL.H) (the "Company" or "Aurelius") is pleased to announce that, further to its news release dated April 7, 2026, it has closed the debt financing (the "Debt Financing") by issuing an aggregate of $830,000 principal amount of secured promissory notes (the "Notes"). The Notes bear interest at 7.5% per annum, with all accrued interest to be added to the principal amount of the Notes. All principal, together with the accrued and unpaid interest under the Notes, will be due and immediately payable on the one year anniversary of the Debt Financing closing, unless otherwise extended by the holders of the Notes holding greater than 66 2/3% of the principal amount of the Notes with prior approval of the TSX Venture Exchange (the "TSXV"). The Notes are subject to a hold period of four months and a day following the closing, being November 21, 2026. The Notes are secured under a general security agreement together with a pledge of all issued and outstanding common shares of Aureus Gold Inc., a wholly-owned subsidiary of the Company. The Debt Financing was conducted on a prospectus exempt basis to investors located in British Columbia, Newfoundland and Labrador, and Ontario, each of whom is an accredited investor, as defined in section 2.3 of National Instrument 45-106 - Prospectus Exemptions (each, an "Investor"). Three Investors met the definition of a "related party", as such term is defined in Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"), as Mark Ashcroft (President, Chief Executive Officer and director), Germaine Coombs (Chief Financial Officer) and Garett MacDonald (director) each subscribed for Notes in the principal amount of $100,000 under the Debt Financing for aggregate proceeds of $300,000. As such, the Debt Financing constituted a "related party transaction" pursuant to the definition of that term in MI 61-101. The Company relied on the exemption from the formal valuation requirement contained in section 5.5(b) of MI 61-101, since the securities of the Company are not listed on one of the specified stock markets in section 5.5(b) of MI 61-101. The Company relied on the exemption from the minority approval requirement contained in section 5.7(a) of MI 61-101, on the basis that neither the fair market value of the securities issued, nor the fair market value of the consideration for the transactions, insofar as it involves interested parties, exceeded 25% of the Company's market capitalization as determined by the independent director of the board of directors of the Company acting in good faith, with Messrs. Ashcroft and MacDonald recusing themselves from deliberations. The closing of the Debt Financing is subject to acceptance by the NEX board of the TSXV. The Debt Financing was completed pursuant to a partial revocation order of the British Columbia Securities Commission and the Ontario Securities Commission dated April 7, 2026 (the "Partial Revocation Order"), partially revoking the failure-to-file cease trade order (the "FFCTO") issued against the Company on May 8, 2023. The Company will use the proceeds of the Debt Financing to prepare and file all documents required to bring the Company's continuous disclosure obligations up to date, pay certain outstanding related administrative expenses and professional fees, and continue operations, at which time the Company plans to apply for full revocation of the FFCTO. All of the Company's securities, including the Notes, remain subject to the FFCTO until it is fully revoked. The granting of the Partial Revocation Order does not guarantee the issuance of a full revocation order in the future. Trading of the Company's common shares on the NEX board of the TSXV remains halted as a result of the FFCTO.
Source: Newsfile Corp
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